Monday, February 14, 2011
Technical barriers to red-chip return foregone all clear.
<P>: Http:// hearing, along with the oil, move the red-chip companies such as the most representative A-share market has made a return to the arrangements for return of red chips A shares of a foregone conclusion. .Although previously on "Company Law", "non-prohibited is allowed" to rule out the interpretation of legal obstacles to the return of red chips, the consensus has been reached, but market participants during some technical obstacles such as the issuance process, the coordination of accounting, information disclosure and other operations .how to solve the problem level is still skeptical. .Recently, the China Securities Regulatory Commission issued to some brokerage firms, "foreign-owned holding listed companies in initial public offerings in the territory of the pilot (Draft)" to solicit industry comments. .Authoritative analysis, "draft" content that the issue has been handled better, return of red chips is not only there is no legal obstacle, there was no insurmountable technical obstacles. .</ P> <P> "draft" the first set to allow the red-chip companies issued A shares of the specific conditions: First, the stock has more than one year in Hong Kong Stock Exchange; Second, the stock market value of not less than 200 billion Hong Kong dollars .; Third, the three most recent fiscal year, the cumulative net profit of not less than 20 billion Hong Kong dollars; Fourth, more than 50% of operating assets in the territory, or 50% of the profits from domestic operations. .For these provisions, the authority of, a large red-chip companies mainly in the Hong Kong market, and securities regulators in Hong Kong and the Mainland has a lot of cooperation, and has A + H-share companies listed on both the success of the two issued a precedent, it has accumulated .a wealth of experience. .The market capitalization and net profit on demand for return of red chips is for the purpose of building a healthy, stable, more investment value of the A-share market, and profit for the creators as domestic investors to provide ways to share the fruits of the consideration .. .According to the analysis, in line with the requirements of the Hong Kong market capitalization and net profit of about 17 red-chip companies around combined market capitalization of 2.7 trillion, accounting for red-chip companies listed in Hong Kong, 85% of the total market capitalization. .</ P> <P> overseas-funded companies from China, "Company Law" in the jurisdiction, but because of its A shares issued in the territory should be consistent with domestic laws and procedures related to market requirements, including counseling, sponsoring, review and release .approval and other procedures. .Therefore, the "draft" requirements, "the territory of the issuer in the IPO, shall employ qualified domestic institutional sponsor counseling as a sponsor and the sponsor." "Issuer issue shares in the territory of the inquiry, underwriting, market, .registration and settlement shall be subject to domestic stock exchanges and China Securities Regulatory Commission and the relevant provisions of the Depository and Clearing Corporation. "Taking into account the sponsor within the red-chip companies may be unable to conduct due diligence of foreign assets," draft "when necessary to allow the sponsor .employ foreign investment banks, lawyers and accountants to assist its due diligence. .Similarly, within the law to hire outside counsel to assist its due diligence, citing the views of outside lawyers. .</ P> <P> listed red-chip companies after the disclosure of information within and outside the company to domestic investors to exercise shareholder rights, is the industry most concerned about two technical issues, is considered a major difficulty at the operational level. .In this regard, "draft" also gives the solution. .Authorities said the solution to the basic idea is that red-chip companies issued A shares, and A + H-share companies have a greater similarity, so the disclosure of information, such as prospectuses, annual reports, mid-year report, related party transactions, .profit forecasts, raising capital purposes such as disclosure and handling, can, according to A + H shares of the company's current practice. .Therefore, the "draft" on the one hand requires full disclosure in the issuer outside the establishment and operation of law, company articles of association and the existing differences within the company and its possible impact on company operations, the other provisions, the issuer should employ .qualified certified public accountants within the territory of the internal control standards in accordance with the internal control attestation report issued on the company in accordance with the accounting standards of domestic enterprises to audit the financial statements and issued audit reports. .</ P> <P> the domestic and overseas accounting standards and accounting differences, "draft" issuer disclosure requirements were in domestic and overseas accounting standards between the financial statements reconciliation. .</ P> <P> red-chip companies as outside general shareholders meeting, shareholders how to vote within the territory is a real problem. .In this regard, "draft" is relatively simple formulation: "The issuer shall attend the general meeting for the domestic investors to exercise shareholder rights, providing effective ways and means." According to analysis, the process of share reform generated Internet voting mechanism is a realistic .choice. .Red-chip companies should provide shareholders voting by proxy for the domestic and the convenience of Internet voting. .In addition, the "draft" red-chip companies also require the establishment of the securities in the domestic sector, with exchanges within the provisions of the Board of Directors meet the qualifications of full-time staff secretary, responsible for investor relations and other domestic matters. .</ P>.
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